Common use of Office of Foreign Assets Control Clause in Contracts

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries

Office of Foreign Assets Control. Neither the Company Partnership nor any Subsidiary norof its Subsidiaries is and, to the knowledge of the CompanyPartnership, any no director, officer, agent, employee or affiliate other person associated with or acting on behalf of the Company or any Subsidiary (i) Partnership Entities is currently the subject to or target of any sanctions administered or imposed enforced by the United States U. S. Government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) , or other relevant sanctions authority (collectively, “Sanctions” ”), nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and such personsVenezuela (each, a “Sanction PersonsSanctioned Country”) or (ii) will, ); and neither the Partnership nor any of its Subsidiaries will directly or indirectly, indirectly use the proceeds from the sale of this offeringthe Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government ispast five years, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, Partnership and Syria) (collectively, “Sanctioned Countries” its Subsidiaries have not knowingly engaged in and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary norNo Partnership Entity is and, to the knowledge of the CompanyPartnership, any no director, officer, agent, employee or affiliate other person associated with or acting on behalf of the Company or any Subsidiary (i) Partnership Entities is currently the subject to or target of any sanctions administered or imposed enforced by the United States U. S. Government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) , or other relevant sanctions authority (collectively, “Sanctions” ”), nor are the Partnership Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and such personsSyria (each, a “Sanction PersonsSanctioned Country”) or (ii) will, ); and no Partnership Entity will directly or indirectly, indirectly use the proceeds from the sale of this offeringthe Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government ispast 5 years, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, Partnership Entities have not knowingly engaged in and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary norof its subsidiaries, nor to the knowledge of the Company, any director, officer, manager agent, employee or affiliate of the Company or any Subsidiary (i) of its subsidiaries is a Person that is, or is owned or controlled by a Person that is, currently the subject to or target of any sanctions administered or imposed enforced by the United States U.S. government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, Department (“OFAC”) or the U.S. Department of StateState and including, without limitation, the designation as a "specially designated national" or the Bureau of Industry and Security of the U.S. Department of Commerce"blocked person"), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury) , or other relevant sanctions authority (collectively, "Sanctions"), nor is the Company, ASPI or any of their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea, Russia and Syria (each, a “Sanctions” Sanctioned Country”); and such persons, “Sanction Persons”) or (ii) will, the Company will not directly or indirectly, indirectly use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person (i) to fund or facilitate any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of by any economic Sanctions by, or could result in the imposition of Sanctions against, any person Person (including any person Person participating in the offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of past five years the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident its subsidiaries have not knowingly engaged in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has now knowingly engaged in any dealings or transactions with any Person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. (i) Neither the Company nor any Subsidiary (collectively, the “Entity”) nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (iin this paragraph (nn), a “Person”) is (A) currently subject to any U.S. sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce(“OFAC”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her His Majesty’s Treasury) , or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively, “Sanctions” and such persons, “Sanction Persons”) nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”); (ii) willthe Entity represents and covenants that it will not, directly or indirectly, use the proceeds of this the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any economic Sanctions by, or could result in the imposition of Sanctions against, any person Person (including any person Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither ; and (iii) the Company nor any Subsidiary norEntity represents and covenants that, to except as detailed in the knowledge of Registration Statement and the CompanyProspectus, any directorfor the past 5 years, officer, agent, employee or affiliate of the Company or any of the Subsidiariesit has not engaged in, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudannot now engaging in, and Syria) (collectivelywill not engage in, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned any Person, or with in any country or in territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Company Partnership nor any Subsidiary norof its Subsidiaries is and, to the knowledge of the CompanyPartnership, any no director, officer, agent, employee or affiliate other person associated with or acting on behalf of the Company or any Subsidiary (i) Partnership Entities is currently the subject to or target of any sanctions administered or imposed enforced by the United States U. S. Government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) , or other relevant sanctions authority (collectively, “Sanctions” ”), nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and such personsSyria (each, a “Sanction PersonsSanctioned Country”) or (ii) will, ); and neither the Partnership nor any of its Subsidiaries will directly or indirectly, indirectly use the proceeds from the sale of this offeringthe Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government ispast five years, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, Partnership and Syria) (collectively, “Sanctioned Countries” its Subsidiaries have not knowingly engaged in and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither Neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned CountriesCountries (qq) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described as required.

Office of Foreign Assets Control. (a) Neither the Company nor any Subsidiary of its subsidiaries nor any director, officer, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary of its subsidiaries, (i) is, or is controlled by or is 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject to of any sanctions administered or imposed enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or a member state of the United Kingdom European Union (including sanctions administered or controlled enforced by Her Majesty’s Treasury) Treasury of the United Kingdom), Mexico, Argentina or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”), or (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iiiii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person individual or entity (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the . (i) The Company nor any Subsidiary norhas not and (ii) none of its subsidiaries has, since April 4, 2018 or (iii) has, to the knowledge of the CompanyCompany after due inquiry and diligence, any directoron or prior to April 4, officer2018, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned PersonPersons, or with or in a Sanctioned Country, in the preceding 3 yearssince its incorporation, nor does the Company or any Subsidiary of its subsidiaries have any plans to increase its engage in dealings or transactions with or for the benefit of Sanctioned Persons, or with or in a Sanctioned CountriesCountry.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury) (collectively, “"Sanctions” " and such persons, “"Sanction Persons”") or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “"Sanctioned Countries” " and each, a “"Sanctioned Country”"). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned CountriesCountries (rr) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special 20 purpose or limited purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the Company's liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33‑8056; 34‑45321; FR‑61), required to be described in the Prospectus which have not been described as required.

Office of Foreign Assets Control. Neither None of the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate Affiliate of the Company or any Subsidiary (i) is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject to of any sanctions or (ii) is currently the subject or the target of any sanctions administered or imposed enforced by the United States (including any administered or enforced by Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. United States Department of Statethe Treasury, or the Bureau of Industry and Security of the U.S. United States Department of Commerce)State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, or the United Kingdom (including other relevant sanctions administered or controlled by Her Majesty’s Treasury) authority (collectively, “Sanctions” and such persons, “Sanction Sanctioned Persons” and each such person, a “Sanctioned Person”), (iii) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”), or (iv) will directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Except as The Company has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 five years, nor does the Company or any Subsidiary have any plans to increase its engage in dealings or transactions with or for the benefit of a Sanctioned PersonsPerson, or with or in a Sanctioned CountriesCountry.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee employee, affiliate or affiliate any agent or other Person acting on behalf of the Company or any Subsidiary is (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. United States Treasury Department, Department (“OFAC”) or the U.S. Department of StateState (including the designation as a “specially designated national” or “blocked person”), or the Bureau of Industry and Security of the U.S. Department of Commerce)European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, or the United Kingdom (including other relevant sanctions administered or controlled by Her Majesty’s Treasury) authority (collectively, “Sanctions” and such persons”), “Sanction Persons”) or (ii) willlocated, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) (each a “Sanctioned Jurisdiction”). The Company will not directly or indirectly, indirectly use the proceeds of this offeringthe offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (1) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions in violation of Sanctions or (2) in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offeringtransaction, whether as underwriterpurchaser, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge ) of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has of its Subsidiaries is knowingly engaged in, or has, at any time in the past five years, knowingly engaged in, any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with or in a any Sanctioned CountryJurisdiction, in the preceding 3 yearsviolation of Sanctions. The Company and its Subsidiaries have instituted, nor does the Company or any Subsidiary have any plans and maintain, policies and procedures reasonably designed to increase its dealings or transactions promote and achieve continued compliance with Sanctioned Persons, or with or in Sanctioned CountriesSanctions.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters Managers or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries

Office of Foreign Assets Control. Neither the Company nor any Subsidiary of its Subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, after due inquiry, any director, officer, agent, employee affiliate or affiliate other person acting on behalf of the Company or any Subsidiary (i) of its Subsidiaries is currently the subject to or the target of any U.S. sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, ("OFAC") or the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom (including Kingdom, or other relevant sanctions administered or controlled by Her Majesty’s Treasury) authority (collectively, “"Sanctions” "); nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region and such personsthe non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, “Sanction Persons”) or (ii) willthe so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea and Syria; and the Company will not directly or indirectly, indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that at the time of such financing, is the subject or the target of Sanctions or in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offering, transaction whether as underwriter, advisor, investor or otherwise)) of applicable Sanctions. Neither For the past five years, the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident and its subsidiaries have not knowingly engaged in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countriessanctioned country.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury) (collectively, “"Sanctions” " and such persons, “"Sanction Persons”") or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “"Sanctioned Countries” " and each, a “"Sanctioned Country”"). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned CountriesCountries (rr) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the Company's liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33‑8056; 34‑45321; FR‑61), required to be described in the Prospectus which have not been described as required.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary norNo Partnership Entity is and, to the knowledge of the CompanyPartnership, any no director, officer, agent, employee or affiliate other person associated with or acting on behalf of the Company or any Subsidiary (i) Partnership Entities is currently the subject to or target of any sanctions administered or imposed enforced by the United States U. S. Government (including any administered or enforced by including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department, or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or the Bureau of Industry and Security of the U.S. Department of Commerce“blocked person”), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) , or other relevant sanctions authority (collectively, “Sanctions” ”), nor are the Partnership Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Crimea, Iran, North Korea, Sudan and such personsSyria (each, a “Sanction PersonsSanctioned Country”) or (ii) will, ); and no Partnership Entity will directly or indirectly, indirectly use the proceeds from the sale of this offeringthe Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiaryaffiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offeringtransaction, whether as underwriterinitial purchaser, advisor, investor or otherwise)) of Sanctions. Neither For the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government ispast five years, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, Partnership Entities have not knowingly engaged in and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is are not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or for transaction is or was the benefit subject or the target of a Sanctioned Person, Sanctions or with or in a any Sanctioned Country, in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any Subsidiary (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters Manager or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 three (3) years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the knowledge of the Company’s knowledge, any director, officer, agent, employee employee, affiliate or affiliate any agent or other Person acting on behalf of the Company or any Subsidiary is (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. United States Treasury Department, Department (“OFAC”) or the U.S. Department of StateState (including the designation as a “specially designated national” or “blocked person”), or the Bureau of Industry and Security of the U.S. Department of Commerce)European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, or the United Kingdom (including other relevant sanctions administered or controlled by Her Majesty’s Treasury) authority (collectively, “Sanctions” and such persons”), “Sanction Persons”) or (ii) willlocated, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) (each a “Sanctioned Jurisdiction”). The Company will not directly or indirectly, indirectly use the proceeds of this offeringthe offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (1) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions in violation of Sanctions or (2) in any other manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, by any person (including any person participating in the offeringtransaction, whether as underwriterpurchaser, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge ) of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any Subsidiary has of its Subsidiaries is knowingly engaged in, or ​ ​ has, at any time in the past five years, knowingly engaged in, any dealings or transactions with or for involving any individual or entity that was or is, as applicable, at the benefit time of a Sanctioned Personsuch dealing or transaction, the subject or target of Sanctions or with or in a any Sanctioned CountryJurisdiction, in the preceding 3 yearsviolation of Sanctions. The Company and its Subsidiaries have instituted, nor does the Company or any Subsidiary have any plans and maintain, policies and procedures reasonably designed to increase its dealings or transactions promote and achieve continued compliance with Sanctioned Persons, or with or in Sanctioned CountriesSanctions.